CIL Nova Petrochemicals Ltd Directors Report

Your Directors take pleasure in presenting the 21^st Annual Report on the business and operations of your Company along with Audited Financial Statements for the Financial Year ended 31^st March, 2025.

1. FINANCIAL SUMMARY/HIGHLIGHTS OF PERFORMANCE OF THE COMPANY

The financial statements of the Company have been prepared in accordance with the Indian Accounting Standards ("Ind AS") notified under section 133 of The Companies Act, 2013 ("the Act"), read with rule 7 of The Companies (Accounts) Rules, 2014 ("the Accounts Rules").

Pursuant to and in compliance with the provisions of section 134(3) read with rule 8 of the Accounts Rules, the standalone and consolidated financial performance of the Company for the Financial Year ended on March 31, 2025, is summarized below

Rs. (in lacs)

Particulars	Year ended 31st March, 2025	Year ended 31st March, 2024
Continued Operations
Sales/Income from operations	2329.28	0.00
Other Income	13.15	39.69
Total Income	2342.43	39.69
Total Expense	2464.15	380.14
Depreciation	154.10	191.53
Profit/Loss Before Tax	(121.72)	(340.45)
Tax/Short/ (Excess) Provision of Income Tax	0.00	0.00
Other comprehensive income (Net of Tax)	0.00	(16.12)
Profit After Tax	(121.72)	(324.33)
Discontinued Operations
Sales/Income from operations	205.18	547.23
Other Income	0.56	1058.89
Total Income	205.74	1606.12
Total Expense	187.26	1200.29
Profit/Loss Before Tax	18.48	405.81
Tax/Short/ (Excess) Provision of Income Tax	115.99	0.00
Profit/(Loss) for the year from Discontinued Operations	(97.51)	405.81
Profit/(Loss) for the year from Continued/ Discontinued Operations	(219.23)	81.48

2. PERFORMANCE HIGHLIGHTS:

The total revenue from continued operations during the year under review was Rs. 2329.28 Lakhs as against Rs. 0.00 Lakhs in the previous year. Profit/Loss before tax stood at Rs. (121.72) Lakhs as against Rs. (340.95) Lakhs in previous year. Profit/loss after Tax is Rs. (121.72) lakhs as against Rs. (324.33) previous year. The total revenue from discontinued operations during the year under review was Rs.205.74 lakhs as against Rs. 1606.12 Lakhs in the previous year. Profit/Loss after tax stood at Rs. (97.51) as against previous year profit/ loss Rs. (405.81) Lakhs. The Management of the Company is taking efforts for the progress of the Company. The performance of the Company is gradually improving with transient time. The improvement is evident from the financial statement of the Company. Further there were no revisions of the financial statements and the Boards Report during the Financial Year ended on March 31, 2025

3. CHANGE OF BUSINESS:

During the year under review, there is No change in the nature of business of the Company.

4. DIVIDEND:

Your directors have not recommended Divided for this Financial Year as ploughing back of profit will be good strategy for future growth and development of your Company.

5. RESERVES:

Your Company does not propose to transfer any amount from the current years profits to the General Reserve. (Previous year Nil)

6. SHARE CAPITAL:

During the year under review, the Company has re-classified and increased its authorized share capital consisting of Rs.34,50,00,000/- (Rupees: Thirty-Four Crore Fifty Lacs Only) comprising of 2,95,00,000 (Two Crore Ninety Five Lacs) equity shares of Rs.10/- (Rupees: Ten Only) each and 5,00,000 (Five Lacs) Preference shares of Rs.100/-(Rupees: One Hundred only) each to Rs.45,00,00,000 (Rupees: Forty-Five Crore Only) comprising of 4,50,00,000 (Four Crore Fifty Lacs) Equity Shares of Rs.10/- (Rupees: Ten Only) each and deleting 5,00,000 (five lacs) Preference shares of Rs.100/-(rupees: One Hundred only) each.

During the year under review, the company had allotted 2,82,14,290 equity shares upon conversion of warrant in to Equity shares on preferential basis to 7 (seven) investors at a face value of Rs.10/- each at a premium of Rs.60/-.Listing and Trading permission had been received for the same. The said shares are in lock-in period of 6 months. Hence, now the paid of share capital of the Company had increased from Rs.27,10,00,000 to Rs.29,92,14,290 comprising of 2,99,21,429 Equity Shares of Rs. 10/- each.

During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity and also not made any changes in voting rights. The equity shares of the Company were not suspended for trading during the Financial Year ended on March 31, 2025.

7. STATEMENT OF DEVIATION(S) OR VARIATION(S) OF FUND UTILIZATION UNDER REGULATION 32(1) OF SEBI (LODR) REGULATIONS, 2015

During the year under review, the company has received fund of Rs.19,75,00,030 from conversion of warrant in to equity shares. There is no deviation or variation of the fund utilization under Regulation 32(1) of SEBI Regulation, 2015 The company had made timely disclosure of the same to BSE.

8. DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

9. FUTURE OUTLOOK:

The Company has received a License for manufacturing the Ethanol Project from Government of India, Department of Food and public distribution, Director of sugar and vegetable oils on 22.09.2023 for setting up of new grain base distillery of 300 KLPD with Zero Liquid Discharge (ZLD). The Company had also made Long Term Offtake Agreement on 28.06.2024 with BPCL IOCL, HPCL for supply of Ethanol blended with Petrol. Majority of plant and machineries installed at the plant. The Company foreseen good future of it and proposed to start manufacturing of Ethanol on 30.09.2025.

10. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, EXPENDITURE ON RESEARCH AND DEVELOPMENT, FOREIGN EXCHANGE INFLOW/OUTFLOW, ETC.:

In accordance with the provisions of Section 134 (3) (m) the Companies Act, 2013 read with Rule 8 (3) Companies (Accounts) Rules, 2014, the relevant information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo is given in ANNEXURE – I and forms part of this report.

11. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There is no material changes and commitments affecting the financial position of the company.

12. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required under Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Management Discussion and Analysis Report of the Company for the year under review is presented in a separate section forming part of the Annual Report.

13. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS:

No such Orders have been passed by the Regulators/Court or Tribunals which can impact the going concern status and Companys operation in future.

14. DETAILS_OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

The Company had no Subsidiary or Joint Ventures or Associate Companies as on 31^st March, 2025.

15. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT BY THE COMPANY:

Details of Loans, Guarantees and Investments, if any covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements.

16. EXTRACTS OF ANNUAL RETURN:

In accordance with Section 134 (3) (a) of the Companies Act, 2013, an extract of the Annual Return in the prescribed format will be available on http://cnpcl.com/annual-return.

17. RELATED PARTY TRANSACTIONS:

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in its ordinary course of business and on an arms length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions or which is not required to be reported in Form No. AOC-2 in terms of Section 134(3) (h) read with Se7tion 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

The Board has formulated Policy on Related Party Transactions; detailed policy is also available at http://cnpcl.com/codes&policies.

18. KEY MANAGERIAL PERSONNEL:

As required under Section 203 of the Companies Act, 2013, Mr. Jigar shah, Company Secretary and compliance officer of the Company had tendered his resignation. He is relived from the company w.e.f. 18^th August, 2024. Hence, Mr. Rajan Srivastava, Whole Time Director, Mr. Shashank Paranjape, Chief Executive Office, Mr. Satish Bhatt, Chief Financial Officer are the Key Managerial Personnel of the Company.

19. DIRECTORS:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mr. Rajan R. Srivastava (DIN:10461210) retires by rotation at the ensuing Annual General Meeting and being eligible in terms of Section 164 of the Act offers himself for re-appointment.

Further, Mr. Murli Manohar Goyal has completed the second term as Non-Executive Independent Director of the Company. Hence, He retired as Non-Executive Independent Director of the Company with effect from 31^st July, 2025. Further, the Nomination and Remuneration Committee Meeting held on 12^th August, 2025 had recommended and the Board of directors at their meeting held on 12^th August, 2025 had approved the appointment of Mr. Suresh Chatterjee as Non-Executive Independent Director for the First term of continuous 5 years with effect from 1^st August, 2025 to 31^st July, 2030 of the Company subject to approval of ensuing annual General Meeting of the Company.

Further, Mr. Chintan Patel and Ms. Pooja Shah, non-Executive, Independent Directors has completed their first term as Non-Executive Independent Director of the Company with effect from 13.09.2025. The Nomination and Remuneration Committee Meeting held on 12^th August, 2025 had recommended and Board of Director at their meeting held on 12^th August, 2025 had approved the re-appointment of Mr. Chintan Patel and Ms. Pooja Shah, Non-Executive Independent Directors for a Second term for 5 consecutive years i.e. from the period start from 14^th September, 2025 to 13^th September, 2030, subject to approval of the ensuing Annual General Meeting of the Company. Pursuant to and in compliance with the provisions of regulation 36(3) of the Listing Regulations and standard 1.2.5 of Secretarial Standard on General Meetings, particulars of the Directors seeking re-appointment at the ensuing AGM are annexed to the notice convening twenty first AGM. During the Financial Year ended on March 31, 2025, no Director of the Company has resigned.

None of the Directors is disqualified for appointment/reappointment under Section 164 of the Companies Act, 2013, as required by law this position is also reflected in the Auditors Report. All the Independent Directors on the Board have given a declaration of their independence to the Company as required under Section 149(6) of the Companies Act, 2013.

The composition of the Board, meetings held during the year and the attendance of the Directors there at have been mentioned in the Report on Corporate Governance in the Annual Report.

20. BOARD MEETINGS:

The Board of Directors meets 11 (Eleven) times during the year. Meetings of the Board of Directors were held on following days i.e. 06/04/2024, 02/05/2024, 30/05/2024, 14/08/2024, 04/09/2024, 15/10/2024, 26/10/2024, 20/12/2024, 13/02/2025, 26/02/2025 and 28/02/2025. The attendance particulars of each Director at the Board meeting mentioned in the separate section of corporate governance report.

21. BOARD DIVERSITY:

The Company recognizes and embraces the importance of a diverse Board in its process. We believe that a truly diverse Board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender which will help us retain our competitive advantage. The Board has adopted the Board diversity policy which sets out the approach to diversity of the Board of Directors

22. COMMITTEES OF THE BOARD:

In accordance with the Companies Act, 2013 and Listing Regulations, the Company has following Committees in place:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

Details of the said Committees along with their charters, composition and meetings held during the financial year, are provided in the "Report on Corporate Governance", as a part of this Annual Report. Details of committee is also available at http://cnpcl. com/codes & policy

23. EVALUATION OF BOARD, COMMITTEES AND DIRECTORS:

The evaluation of Chairman, all the Directors and the Board and Committees thereof as a whole was conducted based on the criteria and framework adopted by the Board. The evaluation process has been explained in the Report on Corporate Governance in this Annual Report. The Board noted the evaluation results that were collated and presented to the Board.

24. PECUNIARY RELATIONSHIPS OR TRANSACTIONS:

During the Financial Year ended on March 31, 2025, except those disclosed in the Audited Financial Statements, the non-executive directors of the Company had no pecuniary relationships or transactions with the Company. Further, Directors are not relatives to each other or no inter-se relationship by directors themselves.

25. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS:

The Board has on the recommendation of the Nomination & Remuneration Committee, formulated criteria for determining Qualification, Positive Attributes and Independence of a Director and also a Policy for remuneration of Directors, Key managerial Personnel and senior management. The details of criteria laid down and the Remuneration Policy are given in the Corporate Governance Report. Further the said policy is also available at http://cnpcl.com/codes-policies.

26. PARTICULARS REGARDING EMPLOYEES REMUNERATION:

The statement containing particulars of employees as required under Section 197 (12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report as Annexure – II.

27. CORPORATE SOCIAL RESPONSIBILITY POLICY AND INITIATIVES:

The Company has implemented Corporate Social Responsibility Policy and initiatives as the provisions of Section 135 of the Act and Rules made thereunder governing Corporate Social Responsibility and the same is available at http://cnpcl.com and details are also available in Corporate Governance Report forming part of the Annual Report. The Company is loss making Company Hence, the Company has not made any CSR Expenses and CSR Activities during the year 2024-25 because it is not applicable to the Company.

28. STATUTORY AUDITORS:

M/s. J.T. Shah & Co., Chartered Accountants (FRN 109616W) were appointed as Statutory Auditors of your Company at the Annual General Meeting held on 29^th September, 2022 for a period of 5 years. The Report given by the Auditors on the financial statements of the Company is part of the Annual Report. The notes to the accounts referred to in the Auditors Report are self-explanatory and therefore do not call for any further comments. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

29. SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules made thereunder, the Company had appointed M/s. K. Jatin & Co., Practicing Company Secretaries as Secretarial Auditor of the Company to undertake the Secretarial Audit for the period of 5 consecutive years for the financial year 2025-26 to 2026-30.

The Secretarial Audit Report for financial year 2024-25 issued by M/s. K. Jatin & Co., Practicing Company Secretaries has been appended as Annexure-III to this report. There were no qualifications or adverse remarks in their Report.

30. ANNUAL SECRETARIAL COMPLIANCE REPORT:

Pursuant to and in compliance with the provisions of regulation 24A(2) of the Listing Regulations, M/s. K. Jatin & Co., Practicing Company Secretaries had issued Annual Secretarial Compliance Report for the Financial Year ended March 31, 2025. The said report was presented at the board meeting held on 29.05.2025. The Company will submit the said report to the stock exchanges within the prescribed time frame.

31. PREVENTIONS OF SEXUAL HARRASMENT POLICY:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees are covered under this policy. During the financial year 2024-25, no sexual harassment complaints has been registered with the Company.

32. RISK MANAGEMENT AND INTERNAL CONTROL SYSTEM:

The Company has implemented an integrated risk management approach through which it reviews and assesses significant risks on a regular basis to help ensure that there is a robust system of risk controls and mitigation in place. Senior management periodically reviews this risk management framework to keep updated and address emerging challenges. Major risks identified for the Company by the management are compliances of various applicable Laws, Regulatory changes, Manufacturing & Supply, Litigation and new capital investments return. The management is however, of the view that none of the above risks may threaten the existence of the Company. The company had in place such a strong system of risk mitigation to ensure that there is nil or minimum impact on the Company in case any of these risks materialize. Further, the Company had earlier formulated Risk Management Committee and later on it was dissolved as the same was not required considering the size of your Company as per SEBI (LOADR) Regulations, 2015. So, Audit Committee looks after the role of Risk Management committee after its dissolution.

The Company has an Internal Control System, commensurate with size, scale and complexity of its operations. The internal financial controls are adequate and are operating effectively so as to ensure orderly and efficient conduct of business operations. The Company has appointed M/s. JKMG and Co., Chartered Accountants as an Internal Auditors of the Company. The Audit Committee in consultation with the internal auditors formulates the scope, functioning, periodicity and methodology for conducting the internal audit. The internal auditors carry out audit, covering inter alia, monitoring and evaluating the efficiency & adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies at all locations and submit their periodical internal audit reports to the Audit Committee. Based on the internal audit report and review by the Audit committee, process owners undertake necessary actions in their respective areas. The internal auditors have expressed that the internal control system in the Company is robust and effective. The Board has also put in place requisite legal compliance framework to ensure compliance of all the applicable laws and that such systems are adequate and operating effectively.

33. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Company has a Whistle Blower Policy to report genuine concerns and grievances. Details Whistle Blower Policy has been mentioned in the Report of Corporate Governance, the same is available at http://cnpcl.com/codes&policies

34. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013 and to the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors state that

(i) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the prompt of the Company for that period;

iii) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 and Rules made thereunder for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv) the directors had prepared the annual accounts on a going concern basis;

v) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively and

vi) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

35. SECRETARIAL STANDARDS:

The Company is in compliance with Secretarial Standards on Meetings of Board of Directors and General Meetings issued by The Institute of Company Secretaries of India ("the ICSI").

36. CREDIT RATING:

The Companys financial discipline and prudence is reflected in the credit ratings given by rating agencies. The credit rating is "Long Term Rating of IVR BBB-/ Stable (IVR Triple B Minus with Stable Outlook)" during the year.

37. CORPORATE GOVERNANCE:

As required by Schedule V(C) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a detailed report on Corporate Governance is given as a part of the Annual Report. The Company is in full compliance with the requirements and disclosures that have to be made in this regard. The Secretarial Auditors Certificate of the compliance with Corporate Governance requirements by the Company is attached to the Report on Corporate Governance.

38. INSIDER TRADING REGULATIONS:

The Company has adopted the Code for Insider Trading as per The SEBI (Prohibition of Insider Trading) Regulations, 2015 ("Insider Trading Regulations"). Other details on Insider Trading Regulations are provided in the Corporate Governance Report, which forms a part of this Annual Report

39. FRAUDS:

During the Financial Year ended on March 31, 2025, the statutory auditors, the cost auditors and the secretarial auditors have not reported to the Audit Committee, under section 143(12) of the Act, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Boards Report

ACKNOWLEDGEMENTS:

Your directors wish to express their grateful appreciation for the co-operation and support received from Government, Customers, Shareholders, Financial institutions, Banks, and the Society at large. Deep appreciation is also recorded for the dedicated efforts and contribution of the employees at all levels, as without their focus, commitment and hard work, the Companys consistent growth would not have been possible, despite the challenging environment.

By Order of the Board

For, True Green Bio Energy Limited (Formerly known as CIL Nova Petrochemicals Limited)

Jyotiprasad D. Chiripal

Place: Ahmedabad Chairman

Date: 12th August, 2025

DIN:00155695